LAHAINA, Hawaii (AP) -- John Calipari contorted his face over and over when trying to explain his team's performance in the EA Sports Maui Invitational.
"We're walking out of here with a 'What happened for 20 minutes?'" Calipari said after his Memphis Tigers dominated Kentucky 80-63 on Wednesday to finish third in the eight-team tournament.
The 20 minutes he was referring to was the second half of a 92-85 semifinal loss to No. 19 Georgia Tech. That was a game in which the Tigers blew a 16-point halftime lead by being outrebounded 29-9 over the final 20 minutes.
"Maybe we just went brain dead and I'm not taking anything away from Georgia Tech," he said. "But I'll tell you, as disappointed as I was after that second half in our lack of physical play, and after I watched the tape I was even sicker, I'm as proud today. This is a hard game to play with both teams down a little bit after hard losses."
Kentucky (No. 22 ESPN/USA Today, No. 20 AP), which lost 73-68 to No. 5 UCLA In the semifinals, and Memphis were pretty even for the opening half Wednesday. Then the Tigers (No. 11 ESPN/USA Today, No. 12 AP) took over with their speed and inside power.
Freshman Willie Kemp scored 10 of his 12 points in the opening four minutes of the second half for the Tigers (3-1), and 6-foot-9, 260-pound Joey Dorsey keyed their game-breaking 14-0 run in the second half with two monster dunks.
"That second half yesterday was a crisis," Calipari said. "We had to regroup and we did."
There was no problem on the boards against Kentucky. Memphis had a 38-27 rebound advantage, including 11-5 on the offensive end.
"There was effort today rebounding," Calipari said. "The way it should it always be."
"They were putting some big guys on him," Kentucky coach Tubby Smith said of Morris, who admitted he was worn down some after playing in his third game in three days and his fifth in eight days.
"That had an effect on me. We hit the wall so to speak in the second half," Morris said. "They showed what they wanted to do and rotated big men on me."
Robert Dozier, who was scoreless and fouled out in the loss to Georgia Tech, had 15 points for Memphis, while Chris Douglas-Roberts and Jeremy Hunt each had 13. Dorsey finished with six points and seven rebounds.
Memphis led 43-40 after a first half that saw four lead changes and two ties over the final seven minutes. That all changed at the start of the second half when the 6-2 Kemp, who started all four games and came in averaging 8.7 points, took over.
He was scoreless in eight minutes in the first half after picking up two fouls. He hit two 3s then scored twice on drives as the Tigers took a 55-46 lead four minutes into the second half.
"It wasn't anything I set out to do. It came in the flow of the game," Kemp said of his scoring burst.
Asked if taking the 3-pointers was something he set out to do to start the second half, Calipari interrupted.
"No one ever has to tell Willie to shoot," he said. "He is a point guard who likes to shoot."
The pace of the game changed to what the Tigers like and Kentucky suddenly wasn't getting any offense from Morris down low.
Dorsey dunked to start the deciding 14-0 run. He then blocked a shot by Sheray Thomas and took off on the break. The run was worth it when he took a short pass on the wing and threw down a power dunk. Kentucky called a timeout but the tide was definitely the Tigers' way.
Antonio Anderson's 3-pointer with 8:21 to go capped the run and Memphis was up 73-50.
"There are no excuses but we were tired," Smith said. "We'll get better. We have a lot of things to do to get better."
The third-place finish matched Memphis' best (1992) in four appearances on Maui.
Kentucky won the tournament in 1993, and finished third in 1997 and 2002.
This was the first meeting between the schools.